Andhra Sugars Ltd. (ANDHRSUGAR) - Director Report

Company director report

Your Directors have pleasure in presenting this SIXTY EIGHTH ANNUAL REPORT along withthe Audited Statement of Accounts for the year ending 31st March 2015.

Financial Results:

(Rupees in lakhs)

This Year

Last Year

Sales

77853.95

72616.57

Other Income

1065.83

1300.88

78919.78

73917.45

Profit for the year

4332.59

11948.39

Depreciation

3569.06

4325.93

Profit after depreciation

763.53

7622.46

Add: Excess provision of Income-tax credited back

12.00

85.30

Add: Income Tax Refund received

--

86.96

775.53

7794.72

Provision for Current Tax

110.00

2645.00

Provision for Deferred Tax

434.27

(304.56)

MAT Credit

(106.34)

--

Profit after Tax

337.60

5454.28

Add: Balance brought forward from last year

13264.87

9836.45

Profit available for appropriation

13602.47

15290.73

APPROPRIATIONS

Transfer to General Reserve

300.00

490.00

Proposed Dividend on Equity Shares at Rs.3 /-per share

813.21

1355.35

Tax on distributable profits

115.81

180.51

Balance brought forward to next year

12373.45

13264.87

13602.47

15290.73

PERFORMANCE:

For the year 2014-15 your Company made a Profit of Rs. 7.64 Crores (before tax) againstRs. 76.22 Crores made last year. The Net Profit (After Tax) was Rs. 3.38 Crores againstRs. 54.54 Crores made last year. The steep fall in Sugar Prices increase in Power tariffand reduction in the quantum of Power supplied by Andhra Prades Gas Power CorporationLimited due to the shortage of Gas have been the main reasons for the fall in profit.

DIVIDENDS:

A Dividend of Rs. 5/- per Equity Share was paid for the year 2013-14. Your Directorsrecommend a Dividend of Rs.3/- per Equity Share (Rs.10/- paid up Equity Share) for theyear 2014-15. The outflow towards Dividend payment (including tax on distributableprofits) would be Rs.9.29 Crores. This Dividend if approved by the Shareholders will bepaid to all the eligible Shareholders.

CAPITAL & RESERVES: Authorised and Paid Up Capital:

As on 31.3.2015 the Authorised Capital of the Company is Rs. 30.00 Crores and thePaid-up Capital is Rs. 27.11 Crores.

Reserves:

With the transfer of Rs. 3.00 Crores during the year under report the total Reservesas on 31.3.2015 stands at Rs. 528.01 Crores against Rs. 536.52 Crores on 31.3.2014.

REVIEW OF OPERATIONS: SUGAR UNITS:

The three Sugar Units together crushed 565781 M.T. of cane during the 2014-15 seasonagainst 571449 M.T. crushed last year. The crushing operations and cane price paid tocane suppliers for the 2014-15 season are:

SUGAR UNIT  I

SUGAR UNIT  II

SUGAR UNIT - III

TANUKU

TADUVAI

BHIMADOLE

Fin.Year

Fin.Year

Fin.Year

Fin.Year

Fin.Year

Fin.Year

2014-15

2013-14

2014-15

2013-14

2014-15

2013-14

(A) Crushing details:

Total cane crushed (MT)

140761

152986

291534

264395

133486

154068

Total No. of days crushed

69

71

88

89

66

72

Total Sugar produced(MT)

12952.50

14102

30946

28806

12562.50

15012

Average Recovery

8.70%

9.12%

10.50%

10.66%

8.70%

9.27%

(B) Cane price:

Fair & Remunerative price (per M.T.)

2200.00

2100.00

2469.12

2323.21

2200.00

2100.00

Cane price paid (per M.T)*

2350.00

2250.00

2530.00

2385.00

2350.00

2250.00

 inclusive of an Incentive of Rs.60/- per M.T.

 Cane crush at sugar units I & III was lower compared to the last season dueto lower availability of cane and lower number of days of cane crush. Cane crushed atSugar Unit II was higher.

 Recovery achieved at Sugar Unit II was higher compared to Units I and III.

 Unfavourable weather conditions affected the cane yield per acre therebyreducing the quantity of cane crush. This also affected the recovery.

 Due to non availability of harvesting labour and increase in the cost of hiringthe labour farmers opted for cultivation of other crops.

 To encourage farmers to plant cane your Company opted to pay a cane pricehigher than the "Fair Remunerative Price" fixed by the Government.

POWER GENERATION :

During the year under report the Co-generation Unit at Taduvai generated 13130300Units of Power against 15063200 Units generated last year.

PERFORMANCE OF CHEMICAL DIVISION:

During the year under report the Caustic Soda Division at Saggonda made a turnover ofRs.370.11 Crores compared to Rs. 410.45 Crores made last year. Profit after depreciationmade by this Division this year was Rs.62.12 Crores against Rs. 82.95 Crores made lastyear. During the year under report Power supply from Andhra Pradesh Gas Power CorporationLimited (APGPCL) a Gas based Power Generating Company of which your company is ashareholder was restricted due to non-availability of Gas to meet their Power GeneratingCapacity. This impacted the performance of Chemical Units as there was a need to purchaseadditional Power from Power Exchanges and from State Electricity Board at a higher tariff.

WIND POWER UNITS:

The Power generated at Ramagiri Wind Mills during the year is Units 2286500 against2540290 Units generated last year.

The Power generation at the Tamil Nadu Wind Mills during the year under report is23102512 Units against 26955509 Units of last year. This Power is being fed into theTamil Nadu State Electricity Board grid.

PROJECTS:

Your Company continues to focus its strategy on expansion and diversificationprogramme.

An Energy Efficient Caustic Soda plant is in operation at Saggonda.

At the Jawaharlal Nehru Pharmacity at Parawada Visakhapatnam a Sodium HypochloritePlant is being set up. Sodium Hydroxide and Chlorine Gas are the main raw material forthis plant. Sodium Hydroxide and Chlorine Gas will be sourced internally from our Saggondaplants.

Site development and civil foundation works are in progress. Bought out componentsrequired for this project have been initiated. Fabrication of all the process equipmentand storage tanks has been completed. Fabrication of the structures for the main processplant is in progress. Erection of Process Equipment in the main building is expected tocommence shortly.

Sodium Hypochlorite is used in the drug and pharmaceutical industries water treatmentpaper and chemical industries. Since the plant is being put up at the Pharmacity it willhave the advantage of catering to the requirements of user Industries in and aroundJawaharlal Nehru Pharmacity. This project is expected to be commissioned by the end of2015.

As Power is an essential input for your Company's Chlor Alkali operations a 33 MW CoalBased Power Project is being set up at the Chemical Complex at Saggonda. Required land hasbeen procured. Foundation Stone has been laid. Public Hearing has been conducted by thePublic Authorities and State Level Impact Assessment authority has recommended to theAppropriate Authority to issue Environmental Clearance. Industrial Entrepreneur Memorandumfiled has been acknowledged by the Ministry of Commerce. Orders have been placed forBoilers Turbine and Air Cooler Condenser. After thorough deliberations it was felt to goin for a 33 MW with a view to operate at the optimum level considering the present demandand availability of power for captive requirement. Erection and Procurement orders for allworks have been issued. The total cost of the Project has been estimated at Rs.200.00Crores. Discussions are on with various Banks to firm up the available funding for theProject.

The Power generated from this Power Plant will be utilized for the Chemical Plantslocated at Saggonda.

During the year under report a Solar Power Plant based on Photovoltaic Technology hasbeen commissioned. The Power generated by this plant is being utilized in house atKovvuru.

After a review of market conditions and considering the implementation activities ofPower project undertaken setting up of Hydrogen Peroxide and Chlorinated Paraffins Plantsis put on hold for the time being.

DEMATERIALISATION OF EQUITY SHARES:

As of 31st March 2015 Equity Shares representing 44.63% of the Share Capital have beendematerialised.

AUDITORS:

M/s Brahmayya & Co. Chartered Accountants Vijayawada the present Auditors wereappointed at the 67th Annual General Meeting for a period of 3 Financial Years i.e.2014-15 2015-16 and 2016-17.

They retire at this Annual General Meeting and offer themselves for re-appointmentwhich requires ratification of Shareholders. Their remuneration for the current FinancialYear 2015-16 also requires your approval.

COST AUDITORS:

M/s Narasimha Murthy & Co. Cost Accountants Hyderabad are appointed by your Boardof Directors as Cost Auditors of the Company for the products which are subject to CostAudit for the year ended 31-3-2015. Cost Auditors Report and Compliance Report in respectof Financial Year 2013-14 has been filed with the Ministry of Corporate Affairs on25.9.2014 and 24.9.2014 respectively i.e. within the stipulated due date of 27.9.2014.Their remuneration is being placed for your ratification at the ensuing 68th AnnualGeneral Meeting.

CORPORATE GOVERNANCE:

As per the amended provisions of the Listing Agreement a Report on CorporateGovernance along with Management Discussion and Analysis forming part of the Directors'Report is annexed. Annexure-I

COMPLIANCE CERTIFICATE OF THE AUDITORS:

The Statutory Auditors have certified that the Company has complied with the conditionsof Corporate Governance as stipulated in the Listing Agreement with the Stock Exchangesand the same is annexed to the Report of Directors.

As required by the Provisions of the Companies Act 2013 Sri A. Ranga Rao Dr.P.Kotaiah Sri V.S.Raju Dr.A.V. Rama Rao Sri P.A. Chowdary and Dr. D. Manjulata wereappointed as Independent Directors by the Shareholders at the 67th Annual General Meetingfor a period of 5 years with effect from the conclusion of the 67th Annual General Meetingi.e. 10-09-2014.

Dr. D. Manjulata was appointed as Director at the 67th Annual General Meeting on theBoard in compliance with the Provisions of the Companies Act 2013 and Listing Agreementwith regard to the appointment of Woman Director on the Board.

Independent Directors have given a statement of declaration as per Section 149(7) ofthe Companies Act 2013. To be in line with provisions of the companies Act 2013 Dr. B.B.Ramaiah Chairman & Managing Director Sri M. Palachandra Company Secretary and SriP.V.S. Viswanadha Kumar G.M. (Finance) & Asst. Secretary has been designated as KeyManagerial Personnel.

COMPLIANCE UNDER COMPANIES ACT 2013:

(Pursuant to Sec.134 of the Companies Act 2013 read with Companies (Accounts) Rules2014) your company complied with the compliance requirement the details of which areenumerated hereunder.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134(1)(c) of the Companies Act 2013 andsubject to disclosures in the Annual Accounts and also on the basis of discussions withthe Statutory Auditors of the Company from time to time we state as under :

a) that in the preparation of the annual accounts the applicable accounting standardshave been followed alongwith proper explanation relating to material departure;

b) that the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

c) that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) that the directors had prepared the annual accounts on a going concern basis;

e) that the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) that the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

BOARD MEETINGS:

The Board of Directors met 5 times during the financial year 2014-15 on 26-05-201428-07-2014 23-08-2014 01-11-2014 and 31-01-2015.

INDEPENDENT DIRECTORS MEETING:

A Meeting of Independent Directors was held on 26th March 2015. The IndependentDirectors have evaluated the performance of the Non-independent Directors the Board as awhole and Chairman of the Board. The Board was briefed on the deliberations made at theIndependent Directors Meeting.

FAMILARISATION PROGRAMME:

Your Company through a Policy has in place a familiarisation programme to all theDirectors with a view to update them on the Company's Policies and Procedures. IndependentDirectors make a periodical visit to plants to keep themselves abreast of the plantoperations. Respective Plant Heads interact with the Independent Directors and explain tothem about the various process operations. The same has been posted on Companyswebsite www.theandhrasugars.com

FORMAL ANNUAL EVALUATION OF THE BOARD

The Board evaluated its own performance and that of its Committees and Directors interms of : - Measured and appropriate contribution by the Directors to the discussions onthe Agenda Items - Each Director exercising the responsibilities in a bonafide manner.

- Understanding of the Company's business strategic plans and other key issues.

-Special Skills and expertise of each Director contributing to the Board's overalleffectiveness. -Respecting the confidentiality of the Company's business information andBoard's deliberations.

- Satisfactory attendance and active participation of each Director at the meetings ofthe Board and Committee.

The Board members were of the opinion that the Board as a whole and Directors haveperformed effectively as per the terms of the above parameters. The respective Committeeperformed as per its terms of reference.

VIGIL MECHANISM:

As a part of Vigil Mechanism a Whistle Blower Policy has been established and approvedby the Board. This Policy envisages reporting of wrong doing or non-ethical activitiesobserved by Employees at any level directly to the Chiarman of the Audit Committee or tothe Chairman & Managing Director. The matter reported will be investigated and if thewrong doer is found guilty a disciplinary action will be initiated depending upon themateriality of the non-ethical doings. During the year under report there has been noinstances which required reporting. The same has been posted on Companys websitewww.theandhrasugars.com

NOMINATION AND REMUNERATION COMMITTEE :

As required by the Provisions of the Companies Act 2013 and listing Agreement aNomination and Remuneration Committee has been constituted by the Board comprising ofIndependent Directors Sri V.S. Raju (Chairman) Sri P.A.Chowdary and Sri A. Ranga Rao.

This Nomination and Remuneration Committee has formulated Nomination and RemunerationPolicy which has been approved by the Board. This Nomination & Remuneration Policy haslaid down criteria and terms and conditions with regard to identifying the persons who arequalified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration based on the Company's size and financial position and trends and practiceson remuneration prevailing in the industry. The same has been posted on Companyswebsite www.theandhrasugars.com

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

As required by the Provisions of the Companies Act 2015 a Corporate SocialResponsibility (CSR) Committee has been constituted by the Board of the Company with Dr.B.B.Ramaih Chairman & Managing Director (Chairman of the Committee) SriP.Narendranath Chowdary Managing Director Sri M. Thimmaraja Joint Managing Director andSri V.S. Raju Independent Director as members of the Committee. This Committee hasformulated a CSR Policy which has been approved by the Board. This Policy envisages CSRActivities to be taken up amount of expenditure to be incurred and monitoring of CSRActivities from time to time. The same has been posted on Companys websitewww.theandhrasugars.com

This Policy aims towards the achievement of CSR objectives by undertaking any one ormore of the activities to be in alignment with Schedule VII of the Companies Act 2015either on own or through any Trust / Society or any other recognized Agency.

As per the provisions of Section 135(5) of the Companies Act 2013 company shouldspend in every Financial Year at least 2% of the average net profits of the company madeduring the three immediately preceding Financial Years. In pursuance of its CorporateSocial Responsibility Policy the company gives preference to the local area and areasaround it where it operates or any other permissible location for spending the amountearmarked for Corporate Social Responsibility activities.

As required by Rule 8 of the Companies (CSR Policy) Rules 2013 a Report on CSRActivities and the amount of expenditure incurred are annexed to this Report. -Annexure-VI

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS :

The Company has duly complied with the Provisions of Section 186 of the Companies Act2013 with regard to Loans Guarantees or Investments the details of which as applicableare provided in the Notes to Balance Sheet.

RISK MANAGEMENT POLICY:

The company has framed a Risk Management Policy which envisages the following

 Identification of areas of Risk

 Assessing the impact of Risks

 Steps taken to mitigating the Risk

The Major Segments of operations of the Company are Sugar and Chlor Alkali. The majoraspects of concern for the Sugar Sector are:

1) Harvesting Labour

2) Power to operate the irrigation requirements

3) Proper Cane Varieties that give good Cane and Sugar yield and that are suitable formechanical harvesting.

To get around the 1st aspect the Company has embarked upon locating the right CaneHarvester suited to our Grower Farm sizes. The 2nd aspect is being taken care of bysetting up a Solar Powered Pumping System at our R & D Farm so that our Growers couldultimately be provided the right guidance in this aspect. The 3rd aspect is being met bythe Cane Breeding Programme undertaken by the Company.

Chlor Alkali segment is power intensive where Power constitute a major input cost.Restricted power supply and increased power cost have become a cause of concern. Tomitigate this impact a Solar Power Plant has been commissioned at Kovvur. At Saggondalocation a 33MW coal based Power Plant is being set up. This would improve the poweravailability to the Chemical Plants.

The above policy has been posted on Companys website www.theandhrasugars.com

INDUSTRIAL RELATIONS:

The relations with your Company's employees continue to be cordial and harmoniousduring the year under report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE POLICY:

To be in line with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 (Act.) an Internal Compliance Committee(ICC) has been set up to redress the complaints received regarding sexual harassment. Allemployees are covered under this Policy. As on the date of this report there were nocomplaints received by the ICC.

As required by Section 92 (3) of the Companies Act 2013 and relevant rules an Extractof Annual Return in MGT9 is annexured as a part of this Annual Report. -Annexure-III

RELATED PARTY TRANSACTIONS:

As per the provisions of Clause 49 of Listing Agreement your Company has established apolicy on materiality of Related Part Transactions and on dealing with Related Parties.

The policy on Related Party Transactions as approved by the Board of Directors isavailable on the website of the Company www.theandhrasugars.com All transactions enteredwith Related Parties for the year under review were on Arms length basis and in theordinary course of Business.

All Related Party Transactions are placed before the Audit Committee and the Board forapproval. Omnibus approval was granted by the Audit Committee on yearly basis fortransactions which are repetative nature. A statement giving details of all Related PartyTransactions are placed before the Audit Committee and the Board for review andratification on quarterly basis.

SECRETARIAL AUDIT REPORT :

As required by the Provisions of the Companies Act 2013 Secretarial Audit Reportprovided by Nekkanti SRVV Satyanarayana & Co. Hyderabad Company Secretaries inpractice is annexed to this Report. Annexure-IV

PARTICULARS OF EMPLOYEES:

Information in accordance with the provisions the Companies Act 2013 read with therelevant rules made thereunder regarding employee is given hereunder.

Name

:

P. Narendranath Chowdary

Designation

:

Managing Director

Qualification

:

B.Sc.

Age

:

67

Experience (Years)

:

48

Date of Commen cement of Employment

:

12.01.1976

Gross Remuneration

:

Rs. 6375809/-

Relationship with other Directors

:

Brother of P.Achuta Ramayya

Type of Employment

:

Regular

Particulars of last Employment

:

2 1/2 years as Director

The Andhra Sugars Ltd.

RATIO OF REMUNERATION OF EACH DIRECTOR :

Details of ratio of Remuneration of each Director to the median employees remunerationis enclosed. Annexure-V

Significant and Material Orders Passed by the Regulators or Courts or Tribunalsimpacting the Going Concern status of the Company

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company.

Information pursuant to Section 134 of the Companies Act 2013 read with relevant rulesforming part of this Report is given in Annexure-II

FIXED DEPOSITS:

As required by the Companies Act 2013 the details of Fixed Deposits as on 31.3.2015 isgiven hereunder.

2014-15

2013-14

(a) Accepted during the year.

502905000

357935000

(b) Remained unpaid or unclaimed as at the end of the year.

2645000

4120000

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved.

NO

NO

i) at the beginning of the year

NOT APPLICABLE

NOT APPLICABLE

ii) maximum during the year

-do-

-do-

iii) at the end of the year

-do-

-do-

(d) Details of deposits which are not in compliance with the requirements of Chapter V of the Act.

NIL

NIL

CONSOLIDATED ACCOUNTS:

In accordance with the Accounting Standards consolidated financial statements of theCompany and its Subsidiaries form part of the Report and Accounts. These consolidatedstatements have been prepared on the basis of audited results received from the SubsidiaryCompanies as approved by their respective Boards.

The Accounts of the Subsidiary Companies for the year 2014-15 have not been attached tothe Company's Accounts. However Shareholders desirous of obtaining the Annual Accounts ofthe Subsidiaries may obtain them upon request. The Annual Report and the Accounts of theSubsidiary Companies will be kept for inspection at the Company's Registered Office aswell as at the offices of your Subsidiary Companies and are also placed on Companyswebsite www.theandhrasugars.com

SUBSIDIARIES AND ASSOCIATE: JOCIL LIMITED:

For the Financial Year ending 31.3.2015 your subsidiary Company JOCIL Ltd. posted aprofit of Rs. 1967.91 lakhs (before taxation) against Rs. 1630.46 lakhs (before taxation)last year. The Board of this Subsidiary recommended a Dividend of Rs.6/- per share on theCapital of 8881150 Equity Shares. Dividend paid last year was Rs.5/- per share.

THE ANDHRA FARM CHEMICALS CORPORATION LIMITED:

The Company achieved a sales of Rs. 99.00 lakhs against Rs. 159.98 lakhs and incurred aloss (before Tax) of Rs.51.11 lakhs against the loss of Rs. 79.42 lakhs last year.

HINDUSTAN ALLIED CHEMICALS LIMITED:

The Directors are on the look out for a suitable project to be taken up by the Company.

THE ANDHRA PETROCHEMICALS LIMITED: (ASSOCIATE)

The Company achieved a sales of Rs.14026.17 lakhs against Rs. 25929.25 lakhs andincurred a loss (before Tax) of Rs.4749.04 lakhs against the loss of Rs.3023.99 lakhs lastyear. During the year under report the Plant was shut down over a prolonged period due tonon-remunerative selling prices of the product and HUD-HUD cyclone. Hence the companyincurred loss.

INTERNAL CONTROL SYSTEM:

Your Company conducts a review of the financial and operating controls of the variousUnits. The Internal Control System of your Company is commensurate with its size andnature of business. The Board has also laid down a policy on Internal Financial Control asrequired by the provisions of the Companies Act 2013. The same has been posted onCompany's Website www.theandhrasugars.com

LISTING ON STOCK EXCHANGE:

Company's Equity Shares are listed on National Stock Exchange and Annual Listing Feefor the Financial Year 2014-15 has been paid.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the co-operation extendedby the State and Central Government authorities Financial Institutions and Banks. Theyalso express their appreciation to the employees at all levels for the successful workingof the Company.

c) Due to the above measures the power consumption has reduced by approximately 130KWH / Ton of production. Impact on cost of production Rs.800 / MT.

B. TECHNOLOGY ABSORPTION:

Form B given hereunder

C. Foreign Exchange Earnings and outgo:

Current Year

Last Year

a) Used (Rs. in lakhs)

i) Revenue Account

131.28

129.05

ii) Know-how fee and Service

--

--

b) Earned (Rs. In lakhs)

On FOB basis

851.72

343.03

FORM B

Form for Disclosure of particulars with respect to Technology absorption

RESEARCH & DEVELOPMENT (R&D)

1. Specific areas in which R&D carried out by the company:

Your company is actively involved in development of indigenous technology for newproducts and processes Technology up-gradation Development of expertise and knowledge inrelated fields Testing & Certification of products for conformity to variousInternational Standards Development of methods and controls to minimize waste to reduceenvironmental pollution Introduction of modern methods in Sugarcane management.

2. Benefits derived as a result of above R&D:

The continuous R&D activities of your company have helped in improving theperformance of existing processes and products increased better utilization of resourceimproving quality & yield of existing process.

3. Future plan of action:

Your company will continue to utilize the existing R&D capabilities to upgrade theprocess technologies Development of new products Maximize production capacity at optimumcost with available resources.

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. The Andhra Sugars Limited(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts / statutorycompliances and expressing my opinion thereon.

Based on our verification of M/s. The Andhra Sugars Limited's books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit we hereby report that in our opinion the companyhas during the audit period covering the financial year ended on 31st March 2015("Audit Period") complied with the statutory provisions listed hereunder andalso that the Company has proper Board-processes and compliance-mechanism in place to theextent in the manner and subject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by M/s. The Andhra Sugars Limited ("the Company") for thefinancial year ended on 31st March 2015 according to the provisions of:

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings (Not applicable to the Company during the Audit Period);

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not applicable to the Company during the Audit Period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 (Not applicable to the Company during the Audit Period); and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (Not applicable to the Company during the Audit Period);

We have also examined compliance with the applicable clauses of the following:

i) Secretarial Standards issued by the Institute of Company Secretaries of India (Notnotified hence not applicable to the Company during the audit period)

ii) Listing Agreements entered into by the Company with the National Stock Exchange.

During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. mentioned above.

We further report that having regard to the compliance system prevailing in thecompany and on examination of the relevant documents and records in pursuance thereof ontest-check basis the Company has complied with the following laws applicable specificallyto the Company:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Decisions at the Board Meetings as represented by the management were takenunanimously.

We further report that as per the explanations given to us and the representationsmade by the Management and relied upon by us there are adequate systems and processes inthe company commensurate with the size and operations of the company to monitor and ensurecompliance with applicable laws rules regulations and guidelines.

We further report that during the audit period there were no other specific events /actions in pursuance of the above referred laws rules regulations guidelines etc.having major bearing on the Company's affairs.

For NEKKANTI S.R.V.V.S. NARAYANA & CO.

Company Secretaries

(NEKKANTI S.R.V.V.S. NARAYANA)

Date : 25th July 2015

Proprietor

Place : Hyderabad

M.No.F7157 C.P.No.7839

Note:

This report is to be read with our letter of even date which is annexed as Annexure Aand forms an integral part of this report.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andbooks of accounts of the Company.

4. Wherever required we have obtained the management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.